1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Third Quarter Ended Commission File Number
September 30, 1996 33-92752
IN-FLIGHT PHONE CORPORATION
One Tower Lane
Oakbrook Terrace, IL 60181
(630) 573-2660
Delaware 36-3733319
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(State of Incorporation) (I.R.S. Employer Identification No.)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
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At September 30, 1996, Registrant had outstanding 2,339,754 shares of $0.01 par
value common stock.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
IN-FLIGHT PHONE CORPORATION
Date: November 27, 1996 By: /s/ Michael K. Nissenbaum
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Michael K. Nissenbaum
Chief Financial Officer
Vice President - Finance & Administration
Secretary & Treasurer
Duly Authorized Officer and
Principal Financial Officer.
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EXHIBIT INDEX
DESIGNATION DESCRIPTION
- ----------- -----------
3.1 Amended and Restated Certificate of Incorporation of the
Registrant, as filed May 15, 1995 (incorporated by reference to
Exhibit 3.1 to Amendment No. 3 to the Company's Registration
Statement on Form S-4 dated November 13, 1995, file
number 33-92752).
3.2 By-Laws of the Registrant (incorporated by reference to Exhibit
3.2 to Amendment No. 3 to the Company's Registration Statement
on Form S-4 dated November 13, 1995, file number 33-92752).
4.1 Indenture, dated as of May 9, 1995, between the Registrant
and Marine Midland Bank, as Trustee (incorporated by reference
to Exhibit 4.1 to Amendment No. 3 to the Company's Registration
Statement on Form S-4 dated November 13, 1995, file
number 33-92752).
4.2 Warrant Agreement, dated as of May 9, 1995, between the
Registrant and Marine Midland Bank, as Warrant Agent
(incorporated by reference to Exhibit 4.2 to Amendment No. 3 to
the Company's Registration Statement on Form S-4 dated November
13, 1995, file number 33-92752).
4.3 Unit Agreement, dated as of May 9, 1995, between the Registrant
and Marine Midland Bank, as Unit Agent (incorporated by
reference to Exhibit 4.3 to Amendment No. 3 to the Company's
Registration Statement on Form S-4 dated November 13, 1995, file
number 33-92752).
4.4 Warrant Agreement, dated May 9, 1995, between the Registrant and
MCI (incorporated by reference to Exhibit 10.8 to Amendment No.
3 to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
4.5 Form of 14% Series B Senior Discount Notes due 2002 of the
Registrant (incorporated by reference to Exhibit 4.5 to
Amendment No. 3 to the Company's Registration Statement on Form
S-4 dated November 13, 1995, file number 33-92752).
4.6 Warrant Agreement, dated as of April 4, 1995 between the
Registrant and IFPC Funding, Inc. (incorporated by reference to
Exhibit 4.3 of Form S-1 dated May 1, 1996, file number
333-4292).
10.1 Telephone and interactive Data Services System Agreement, dated
March 6, 1993, between the Registrant and USAir, Inc.
(incorporated by reference to Exhibit 10.1 to Amendment No. 3
to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.2 Telephone System Agreement, dated June 7, 1994, between the
Registrant and Continental Airlines, Inc. ("Continental"), as
amended (incorporated by reference to Exhibit 10.2 to Amendment
No. 3 to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.21 Letter Agreement, dated March 29, 1995 between the Registrant
and Continental amending the terms of the Telephone System
Agreement, dated June 7, 1994, between the Registrant and
Continental (incorporated by reference to Exhibit 10.2 of Form
S-1 dated May 1, 1996, file number 333-4292).
10.22 Letter Agreement, dated April 5, 1996 between the Registrant and
Continental amending the terms of the Telephone System
Agreement, dated June 7, 1994 between the Registrant and
Continental (incorporated by reference to Exhibit 10.2 of Form
S-1 dated May 1, 1996, file number 333-4292).
10.3 Standby Operating Agreement, dated June 7, 1994, among
Continental, MCI Telecommunications Corporation ("MCI") and the
Registrant (the "Standby Operating Agreement") (incorporated by
reference to Exhibit 10.3 to Amendment No. 3 to the Company's
Registration Statement on Form S-4 dated November 13, 1995, file
number 33-92752).
10.4 Financial Guaranty, dated June 7, 1994, between MCI and
Continental (the "Financial Guaranty") (incorporated by
reference to Exhibit 10.4 to Amendment No. 3 to the Company's
Registration Statement on Form S-4 dated November 13, 1995,
file number 33-92752).
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DESIGNATION DESCRIPTION
- ----------- -----------
10.5 Agreement as to compensation under the Standby Operating
Agreement dated June 7, 1994 between the Registrant and MCI
(incorporated by reference to Exhibit 10.5 to Amendment No. 3 to
the Company's Registration Statement on Form S-4 dated November
13, 1995, file number 33-92752).
10.6 Agreement concerning payments under the MCI Financial Guaranty,
dated June 7, 1994 among the Registrant, Holdings, and MCI
(incorporated by reference to Exhibit 10.6 to Amendment No. 3 to
the Company's Registration Statement on Form S-4 dated November
13, 1995, file number 33-92752).
10.7 Air-to-Ground Telecommunications Agreement, dated November 24,
1993, between the Registrant and America West Air Lines, Inc.
(incorporated by reference to Exhibit 10.7 to Amendment No. 3 to
the Company's Registration Statement on Form S-4 dated November
13, 1995, file number 33-92752).
10.71 Agreement dated November 2, 1995 among the Registrant, America
West Air Lines, Inc. and MCI Telecommunications Corporation
(incorporated by reference to Exhibit 10.71 to Amendment No. 3
to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.8 Subordinated Notes Due July 1, 2003 issued by the Registrant to
John Hancock Mutual Life Insurance Company ("Hancock") in the
aggregate principal amount of $18,780,753.39 (incorporated by
reference to Exhibit 10.9 to Amendment No. 3 to the Company's
Registration Statement on Form S-4 dated November 13, 1995, file
number 33-92752).
10.9 Subordinated Note Due July 1, 2003 issued by the Registrant to
the State Treasurer of the State of Michigan, Custodian of the
Michigan Public School Employees' Retirement System, State
Employees' Retirement System and Michigan Judges Retirement
System in the principal amount of $6,182,684.57 (incorporated by
reference to Exhibit 10.10 to Amendment No. 3 to the Company's
Registration Statement on Form S-4 dated November 13, 1995, file
number 33-92752).
10.10 Shareholders Agreement, dated April 4, 1995, among MCI, Hancock
and Dearborn Financial Inc., and certain of its affiliates
(incorporated by reference to Exhibit 10.11 to Amendment No. 3
to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.11 Tax Sharing Agreement, dated April 4, 1995, between the
Registrant and Holdings (incorporated by reference to Exhibit
10.12 to Amendment No. 3 to the Company's Registration Statement
on Form S-4 dated November 13, 1995, file number 33-92752).
10.12 Employment Agreement among the Registrant, Holdings and Phil
Bakes (incorporated by reference to Exhibit 10.13 to Amendment
No. 3 to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.13 Employment Agreement between the Registrant and Neal F. Meehan
(incorporated by reference to Exhibit 10.14 to Amendment No. 3
to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.14 Consulting Agreement among the Registrant, Holdings and Sojourn
Enterprises, Inc. (incorporated by reference to Exhibit 10.15 to
Amendment No. 3 to the Company's Registration Statement on Form
S-4 dated November 13, 1995, file number 33-92752).
10.15 Registrant's 1995 Bonus Plan (incorporated by reference to
Exhibit 10.16 to Amendment No. 3 to the Company's Registration
Statement on Form S-4 dated November 13, 1995, file number
33-92752).
10.16 Holdings' 1995 Stock Option Plan (incorporated by reference to
Exhibit 10.17 to Amendment No. 3 to the Company's Registration
Statement on Form S-4 dated November 13, 1995, file number
33-92752).
10.17 Employment Agreement between the Registrant and Edward F.
Upton (incorporated by reference to Exhibit 10.18 to Amendment
No. 3 to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.18 Employment Agreement between the Registrant and Michael K.
Nissenbaum (incorporated by reference to Exhibit 10.19 to
Amendment No. 3 to the Company's Registration Statement on Form
S-4 dated November 13, 1995, file number 33-92752).
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DESIGNATION DESCRIPTION
- ----------- -----------
10.19 Employment Agreement between the Registrant and Anand B. Malani
(incorporated by reference to Exhibit 10.20 to Amendment No. 3
to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
10.23 Letter Agreement among the Registrant, MCI Telecommunications
Corporation and Continental Airlines, Inc., incorporated as
Exhibit 10.23 on Form 10-Q dated November 26, 1996, file number
33-92752.
23.1 Consent of Rogers & Wells (contained in opinion filed as Exhibit
5.1) (incorporated by reference to Exhibit 23.1 to Amendment No.
3 to the Company's Registration Statement on Form S-4 dated
November 13, 1995, file number 33-92752).
23.2 Consent of Price Waterhouse LLP (incorporated by reference to
Exhibit 23.2 to Amendment No. 3 to the Company's Registration
Statement on Form S-4 dated November 13, 1995, file number
33-92752).
27 Financial Data Schedule